REPRESENTATIONS BY THE COMPANY Clause Samples
REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that:
REPRESENTATIONS BY THE COMPANY. 7.1 The Company represents and warrants to the Subscriber that:
(a) the Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct; and
(b) upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company.
REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber, except as set forth in the disclosure schedules attached hereto:
REPRESENTATIONS BY THE COMPANY. The Company makes the following representations as the basis for the undertakings on its part herein contained:
REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Buyer as follows:
REPRESENTATIONS BY THE COMPANY. The Company makes the following representations as the basis for the undertakings on its part herein contained:
(a) The Company is a corporation duly incorporated under the laws of the State and is in good standing in the State, is qualified to do business as a foreign corporation in all other states and jurisdictions wherein the nature of the business transacted by the Company or the nature of the property owned or leased by it makes such licensing or qualification necessary, and has the power to enter into and by proper corporate action has been duly authorized to execute and deliver this Agreement and the Tax Agreement.
(b) Neither the execution and delivery of this Agreement or the Tax Agreement, the consummation of the transactions contemplated hereby and thereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement and the Tax Agreement, conflicts with or results in a breach of any of the terms, conditions or provisions of any corporate restriction or any agreement or instrument to which the Company is now a party or by which it is bound, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance whatsoever upon any of the property or assets of the Company under the terms of any instrument or agreement other than the Indenture.
(c) The statements, information and descriptions contained in the Project Certificate and the Tax Agreement, as of the date hereof and at the time of the delivery of the Bonds to the Underwriter, are and will be true, correct and complete, do not and will not contain any untrue statement or misleading statement of a material fact, and do not and will not omit to state a material fact required to be stated therein or necessary to make the statements, information and descriptions contained therein, in the light of the circumstances under which they were made, not misleading.
REPRESENTATIONS BY THE COMPANY. The Company represents and warrants to the Subscriber that prior to the consummation of this offering and at the Closing Date:
2.1 The Company is a corporation duly organized, existing and in good standing under the laws of the State of Delaware and has the corporate power to conduct the business which it conducts and proposes to conduct.
2.2 The execution, delivery and performance of this Subscription Agreement by the Company will have been duly approved by the Board of Directors of the Company and all other actions required to authorize and effect the offer and sale of the Notes and Warrants will have been duly taken and approved.
2.3 The Notes and Warrants have been duly and validly authorized and when issued and paid for in accordance with the terms hereof, will be valid and binding obligations of the Company enforceable in accordance with their respective terms.
2.4 The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which could materially adversely affect the business, property, financial condition or operations of the Company.
2.5 The execution and delivery of this Subscription Agreement, the issuance of the Notes and Warrants, and the incurrence of the obligations herein and therein set forth and the consummation of the transactions herein or therein contemplated, will not result in a violation of, or constitute a default under, the certificate of incorporation or by-laws, in the performance or observance of any material obligations, agreement, covenant or condition contained in any material bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or in violation of any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.
REPRESENTATIONS BY THE COMPANY. 2.1 The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct.
2.2 The execution, delivery and performance of this Subscription Agreement by the Company has been duly authorized by the Company and all other corporate action required to authorize and consummate the offer and sale of the Units has been duly taken and approved.
2.3 The Securities have been duly and validly authorized and issued.
2.4 The Company has obtained, or is in the process of obtaining, all licenses, permits and other governmental authorizations necessary for the conduct of its business, except where the failure to so obtain such licenses, permits and authorizations would not have a material adverse effect on the Company. Such licenses, permits and other governmental authorizations which have been obtained are in full force and effect, except where the failure to be so would not have a material adverse effect on the Company, and the Company is in all material respects complying therewith.
2.5 The Company knows of no pending or threatened legal or governmental proceedings to which the Company is a party which would materially adversely affect the business, financial condition or operations of the Company.
2.6 The Company is not in violation of or default under, nor will the execution and delivery of this Subscription Agreement or the issuance of the Common Stock, or the consummation of the transactions herein contemplated, result in a violation of, or constitute a default under, the Company's Certificate of Incorporation or By-laws, any material obligations, agreements, covenants or conditions contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreement or instrument to which the Company is a party or by which it or any of its properties may be bound or any material order, rule, regulation, writ, injunction, or decree of any government, governmental instrumentality or court, domestic or foreign.
REPRESENTATIONS BY THE COMPANY. The COMPANY makes the following representations as the basis for the undertakings on its part herein contained:
a. The COMPANY is a State of Corporation, authorized to do business in North Carolina and in good standing under the laws of the State of North Carolina. The COMPANY has the power and authority to enter into this Agreement, to perform its obligations under and consummate the transaction contemplated by this Agreement, and has by proper action duly authorized the execution and delivery of this Agreement.
b. Neither the execution or delivery of this Agreement nor the performance of the obligations under or consummation of the transactions contemplated by this Agreement violates or will violate any law or governmental order, conflicts or will conflict with any provisions of the Articles of Incorporation or the By-Laws of the COMPANY or any material term or provision of any agreement or instrument to which the COMPANY is a party or by which it is bound, or constitutes or will constitute a material breach of or a default under any such agreement or instrument.
c. The COMPANY presently intends to operate the Project as a life sciences manufacturing business at a facility within the COUNTY until the COUNTY receives the prospective tax revenues from the improvements on the property and the net new taxable investment and until the COMPANY creates at least 315 (three hundred and fifteen) New Jobs to be maintained through the end of the Investment Period, as set forth in Exhibit B of the Agreement, all conditions of which were contemplated in arriving at the consideration that it receives pursuant to this Agreement.
d. The COUNTY acknowledges that the building where the COMPANY is currently considering purchasing and up fitting, is currently owned by third parties and that Project Star has options, contingent on incentives offered by the COUNTY, the City of ▇▇▇▇▇▇▇, and the State of North Carolina. The COMPANY hereby certifies, and further attaches an affidavit of certification, that without (BUT FOR) the incentives provided by the COUNTY, it would not conduct the Project in the County.
e. The COMPANY hereby further certifies that it was considering other states for this Project.
f. The COMPANY has been informed and understands that reimbursement will be made only for the New Jobs created at an average annual wage rate stated herein, the maintenance of existing jobs, and verifiable investment-through an increase in building construction and purchase of mach...
REPRESENTATIONS BY THE COMPANY. The Company represents and warrants
(a) The Company is, and at all times will be, a limited liability company duly organized, validly existing and in good standing under the laws of the State of Kansas. The Company has, and will at all times have, all requisite power to own and lease its property and conduct its business as now conducted and as presently contemplated, to execute and deliver this Base Lease and to perform its duties and obligations hereunder.
(b) Neither the execution and delivery by the Company of this Base Lease nor the compliance with the terms and conditions of this Base Lease,
(i) will, to the knowledge of the Company, violate any material provision of applicable law, any order of any court or other agency of government applicable to the Company;
(ii) will violate any material provision of any of the organizational or other governing documents of the Company, any indenture, agreement or other instrument to which the Company is now a party or by which it or any of its properties or assets is bound;
(iii) will be in conflict with, result in a material breach of or constitute a material default (with due notice or the passage of time or both) under any material provision of any such indenture, agreement or other instrument;
(iv) will, to the knowledge of the Company, be in conflict with or result in a material breach of or constitute a material default under any material provision of any license, judgment, decree, applicable law, statute, order, rule or regulation of any governmental agency or body having jurisdiction over the Company or any of its activities or properties; or
(v) will result in the creation or imposition of any charge or encumbrance of any nature whatsoever upon any of the property or assets of the Company, except for Permitted Encumbrances.
(c) The Company has fee simple title in the Land, and its interest therein is subject to no liens or encumbrances other than Permitted Encumbrances.